Proxy Statement Pursuant to Section 14(a) of the Securities Exchange
Act of
1934
Filed by the Registrant [X]
Filed by a party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
Greenwich Street Municipal Fund Inc.
(Name of Registrant as Specified in its Charter)
William Renahan
Name of Person Filing Proxy Statement
Payment of Filing Fee (Check appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
(1) Title of each class of securities to which the transaction
applies:
(2) Aggregate number of securities to which transactions applies:
(3) Per unit price or other underlying value of transaction
computed
pursuant to Exchange Act Rule 0-11:1
(4) Proposed maximum aggregate value of transaction:
[ ] Check box if any part of the fee is offset as provided by
Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was
paid previously. Identify the previous filing by registration
statement
number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
(2) Form, schedule or registration statement no.:
(3) Filing party:
(4) Date filed:
<PAGE>
GREENWICH STREET MUNICIPAL FUND INC.
388 Greenwich Street
New York, New York 10013
----------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
----------------------
To Be Held on September 8, 1999
To the shareholders of Greenwich Street Municipal Fund Inc.:
Notice is hereby given that the Annual Meeting of Shareholders of GREENWICH
STREET MUNICIPAL FUND INC. (the "Fund") will be held at the Fund's offices at
388 Greenwich Street, New York, New York, 22nd Floor, on September 8, 1999 at
9:30 A.M. (New York Time) for the following purposes:
1. To elect one Class III director of the Fund (Proposal 1);
2. To ratify the selection of KPMG LLP as independent auditors of the
Fund for the fiscal year ended May 31, 2000 (Proposal 2); and
3. To transact such other business as may properly come before the
meeting or any adjournments thereof.
The Board of Directors has fixed the close of business on July 21, 1999 as
the record date for the determination of shareholders entitled to notice of,
and to vote at, the meeting and any adjournments thereof.
By Order of the Board of Directors
Christina T. Sydor
Secretary
New York, New York
August 6, 1999
----------------------
YOUR VOTE IS IMPORTANT REGARDLESS OF THE SIZE OF YOUR HOLDINGS IN THE FUND.
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, WE ASK THAT YOU PLEASE COMPLETE
AND SIGN THE ENCLOSED PROXY CARD AND RETURN IT PROMPTLY IN THE ENCLOSED
ENVELOPE WHICH NEEDS NO POSTAGE IF MAILED IN THE CONTINENTAL UNITED STATES.
INSTRUCTIONS FOR THE PROPER EXECUTION OF PROXIES ARE SET FORTH ON THE INSIDE
COVER.
<PAGE>
INSTRUCTIONS FOR SIGNING PROXY CARDS
The following general rules for signing proxy cards may be of assistance to
you and avoid the time and expense to the Fund involved in validating your
vote if you fail to sign your proxy card properly.
1. Individual Accounts: Sign your name exactly as it appears in the
registration on the proxy card.
2. Joint Accounts: Either party may sign, but the name of the party
signing should conform exactly to the name shown in the registration.
3. All Other Accounts: The capacity of the individual signing the proxy
should be indicated unless it is reflected in the form of
registration. For example:
<TABLE>
<CAPTION>
Registration Valid Signature
- - ------------ -----------------------
<S> <C>
Corporate Accounts
(1) ABC Corp. .......................................... ABC Corp.
(2) ABC Corp. .......................................... John Doe, Treasurer
(3) ABC Corp.
c/o John Doe, Treasurer............................. John Doe
(4) ABC Corp. Profit Sharing Plan....................... John Doe, Trustee
Trust Accounts
(1) ABC Trust........................................... Jane B. Doe, Trustee
(2) Jane B. Doe, Trustee
u/t/d 12/28/78...................................... Jane B. Doe
Custodian or Estate Accounts
(1) John B. Smith, Cust.
f/b/o John B. Smith, Jr. UGMA....................... John B. Smith
(2) Estate of John B. Smith............................. John B. Smith, Executor
</TABLE>
<PAGE>
GREENWICH STREET MUNICIPAL FUND INC.
388 GREENWICH STREET
NEW YORK, NEW YORK 10013
(800) 451-2010
----------------------
PROXY STATEMENT
----------------------
FOR THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON SEPTEMBER 8, 1999
INTRODUCTION
This proxy statement is furnished in connection with the solicitation by the
Board of Directors (the "Board") of the Greenwich Street Municipal Fund Inc.
(the "Fund") of proxies to be voted at the Annual Meeting of Shareholders (the
"Meeting") of the Fund to be held at the Fund's principal executive offices at
388 Greenwich Street, 22nd Floor, New York, New York 10013, on September 8,
1999 at 9:30 A.M. (New York Time), and at any adjournments thereof, for the
purposes set forth in the accompanying Notice of Annual Meeting of
Shareholders (the "Notice").
The cost of soliciting proxies and the expenses incurred in preparing this
Proxy Statement will be borne by the Fund. Proxy solicitations will be made
mainly by mail. In addition, certain officers, directors and employees of the
Fund; Salomon Smith Barney Inc. ("Salomon Smith Barney"), SSBC Fund Management
Inc. ("SSBC" or the "Manager") (formerly known as Mutual Management Corp.),
the Fund's investment manager, which is an affiliate of Salomon Smith Barney;
and/or First Data Investor Services Group, Inc. ("First Data"), the Fund's
transfer agent, may solicit proxies in person or by telephone, telegraph, or
mail. Salomon Smith Barney and SSBC are each located at 388 Greenwich Street,
New York, New York 10013; First Data is located at 101 Federal Street, Boston,
Massachusetts 02110. In addition, the Fund will reimburse brokerage firms or
other record holders for their expenses in forwarding solicitation materials
to beneficial owners of shares of the Fund.
The Annual Report of the Fund, including audited financial statements for
the fiscal year ended May 31, 1999, has previously been furnished to all
shareholders of the Fund. This proxy statement and form of proxy are first
being mailed to shareholders on or about August 13, 1999. The Fund will
provide additional copies of the Annual Report to any shareholder upon request
by calling the Fund at 1-800-451-2010.
All properly executed proxies received prior to the Meeting will be voted at
the Meeting in accordance with the instructions marked thereon or otherwise as
<PAGE>
provided therein. Unless instructions to the contrary are marked, shares
represented by the proxies will be voted "FOR" all the proposals listed in the
Notice. For purposes of determining the presence of a quorum for transacting
business at the Meeting, abstentions and broker "non-votes" (i.e. proxies from
brokers or nominees indicating that such persons have not received
instructions from the beneficial owner or other persons entitled to vote
shares on a particular matter with respect to which the brokers or nominees do
not have discretionary power) will be treated as shares that are present but
which have not been voted. Because both proposals require a proportion of
votes cast for their approval, abstentions and broker "non-votes" may
influence whether a quorum is present but will have no impact on the requisite
approval of a proposal. A quorum consists of the presence (in person or by
proxy) of the holders of a majority of the outstanding shares of the Fund
entitled to notice, of and vote at, the Meeting. Proposal 1 requires for
approval the affirmative vote of a plurality of the votes cast at the Meeting
with a quorum present. Proposal 2 requires for approval the affirmative vote
of a majority of the votes cast at the Meeting with a quorum present. Any
proxy may be revoked at any time prior to the exercise thereof by submitting
another proxy bearing a later date or by giving written notice to the
Secretary of the Fund at the Fund's address indicated above or by voting in
person at the Meeting.
The Board knows of no business other than that specifically mentioned in the
Notice that will be presented for consideration at the Meeting. If any other
matters are properly presented, it is the intention of the persons named in
the enclosed proxy to vote in accordance with their best judgment to the
extent permissible under applicable law.
The Board of Directors of the Fund has fixed the close of business on July
21, 1999 as the record date (the "Record Date") for the determination of
shareholders of the Fund entitled to notice of and to vote at the Meeting or
any adjournment thereof. Shareholders of the Fund as of the Record Date will
be entitled to one vote on each matter for each share held and a fractional
vote with respect to fractional shares, with no cumulative voting rights. As
of the Record Date, the Fund had outstanding 19,882,055.927 shares of Common
Stock, par value $.001 per share, the only authorized class of stock, of which
19,544,300 shares (98.30%) were held but not beneficially owned by CEDE & Co.,
P.O. Box 20, Bowling Green Station, New York, New York 10004. As of the Record
Date, no other person (including any "group" as that term is used in Section
13(d) of the Securities Exchange Act of 1934) to the knowledge of the Board,
owned beneficially more than 5% of the outstanding shares of the Fund. As of
the Record Date, the officers and Board members of the Fund as a group
beneficially owned less than 1% of the outstanding shares of the Fund.
2
<PAGE>
In the event that a quorum is not present, or if sufficient votes in favor
of the proposals set forth in the Notice and this Proxy Statement are not
received by the time scheduled for the Meeting, the persons named as proxies
may propose one or more adjournments of the Meeting to permit further
solicitation of proxies with respect to any such proposals. In determining
whether to adjourn the Meeting, the following factors may be considered: the
nature of the proposals that are the subject of the Meeting, the percentage of
votes actually cast, the percentage of negative votes actually cast, the
nature of any further solicitation and the information to be provided to
shareholders with respect to the reasons for the solicitation. Any such
adjournment will require the affirmative vote of a majority of the shares
represented at the Meeting. The persons named as proxies will vote in favor of
such adjournment those shares which they are entitled to vote and which have
voted in favor of such proposals.
PROPOSAL NO. 1
ELECTION OF DIRECTOR
The Board of Directors of the Fund is classified into three classes. The
director serving in Class III has a term expiring at the Meeting; the Class
III director currently serving on the Board has been nominated by the Board of
Directors for re-election at the Meeting to serve for a term of three years
(until the year 2002 Annual Meeting of Shareholders) or until his successor
has been duly elected and qualified.
The Board of Directors of the Fund knows of no reason why the Class III
nominee listed below will be unable to serve, and such nominee has consented
to serve if elected, but in the event of any such unavailability, the proxies
received will be voted for such substitute nominee as the Board of Directors
may recommend.
Certain information concerning the nominee is set forth below. For any
nominee or director indicated as owning shares of the Fund, such ownership
constituted less than 1% of the outstanding shares of the Record Date. The
nominee is currently a director of the Fund. Except as indicated, such
individual has held the office shown or other offices in the same company for
the last five years.
Persons Nominated for Election as Directors
<TABLE>
<CAPTION>
Number
Principal Occupations of Shares
During Past Five Years, Owned as of
Name Other Directorships, and Age July 21, 1999
---- ---------------------------- -------------
<C> <S> <C>
CLASS III DIRECTOR
Dwight Crane Professor, Harvard Business School; 606.240
Director since 1992 Director Peer Review Analysis, Inc.; 61
</TABLE>
3
<PAGE>
The remainder of the Board constitutes the Class I and Class II directors,
none of whom will stand for election at the Meeting, as their terms will
expire in the years 2000 and 2001, respectively. Directors affiliated with the
Manager and considered an "interested person" of the Fund, as defined in the
Investment Company Act of 1940, as amended (the "1940 Act") are indicated by
an asterisk (*).
Directors Continuing in Office
<TABLE>
<CAPTION>
Number
Principal Occupations of Shares
During Past Five Years, Owned as of
Name Other Directorships, and Age July 12, 1999
---- ---------------------------- -------------
<C> <S> <C>
CLASS I DIRECTORS
Allan J. Bloostein President of Allan J. Bloostein 624.564
Director since 1992 Associates, a consulting firm; retired
Vice Chairman and Director of May
Department Stores; Director of CVS
Corporation and Taubman Centers Inc.;
69.
Martin Brody Consultant, HMK Associates; retired Vice 132.736
Director since 1992 Chairman of the Board of Directors of
Restaurant Associates Corp.; Director of
Jaclyn, Inc,.; 78.
CLASS II DIRECTORS
Robert A. Frankel Managing Partner of Robert A. Frankel 268.254
Director since 1994 Management Consultants; formerly
Corporate Vice President of the Reader's
Digest Association Inc.,; 72
William R. Hutchinson Group Vice President, Mergers & 102.283
Director since 1995 Acquisitions BP Amoco p.l.c. since
January 1, 1999; formerly Vice
President - Financial Operations AMOCO
Corporation; Director of Associated Bank
and Director of Associated Banc-Corp.;
55.
Heath B. McLendon* Managing Director of Salomon Smith 710.465(a)
Director since 1995 Barney; Director of 64 investment
companies associated with Citigroup;
President of SSBC; Chairman of Salomon
Smith Barney Strategy Advisers Inc. and
President of Travelers Investment
Adviser, Inc. ("TIA"); 66.
- - ------------------
</TABLE>
(a) Includes shares owned by members of this director's family.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 and Section 30(h) of
the 1940 Act require the Fund's officers and directors, and persons who
beneficially own more than ten percent of a registered class of the Fund's
equity securities, and certain entities to file reports of ownership with the
Securities and Exchange Commission, the New York Stock Exchange, Inc. and the
Fund. Based solely upon its review of the copies of such forms received by it,
the Fund believes that, during fiscal year 1999, all filing requirements
applicable to such persons were complied with.
The Fund has no compensation or nominating committee of the Board of
Directors, or any committee performing similar functions. The Fund has an
audit
4
<PAGE>
committee composed of all the directors who are not "interested persons" of
the Fund as defined in the 1940 Act (the "independent directors"), which is
charged with recommending a firm of independent auditors to the Fund and
reviewing accounting matters with the auditors.
Five meetings of the Board of Directors of the Fund were held during the
last fiscal year, four of which were regular meetings. In the last fiscal
year, no director attended less than 75% of these meetings of the Board that
were held.
Only the independent directors receive remuneration from the Fund for acting
as a director. Aggregate fees and expenses (including reimbursement for travel
and out-of-pocket expenses) of $39,213.98 were paid to such directors by the
Fund during the fiscal year ended on May 31, 1999. Fees for the independent
directors, are set at $5,000 per annum and, in addition, these directors
receive $500 for each Board meeting attended in person, $100 for each
telephonic board meeting, plus travel and out-of-pocket expenses incurred in
connection with Board meetings. The out-of-pocket expenses are borne equally
by each individual fund in the group of funds served by the same Board
members. None of the officers of the Fund received any compensation from the
Fund for such period. Officers and interested directors of the Fund are
compensated by the Manager or by Salomon Smith Barney.
The following table shows the compensation paid by the Fund to each person
who was a director during the Fund's last fiscal year:
COMPENSATION TABLE
<TABLE>
<CAPTION>
Number of
Pension or Funds for
Retirement Total Which Person
Aggregate Benefits Accrued Compensation Served
Compensation as part of from Fund Within Fund
Name of Person from Fund Fund Expenses Complex Complex
-------------- ------------ ---------------- ------------ ------------
<S> <C> <C> <C> <C>
Martin Brody $6,800 $ 0 $132,500 20
Dwight B. Crane 7,200 0 139,975 23
Allan J. Bloostein 7,200 0 90,500 9
Robert A. Frankel 7,300 0 72,250 9
William R. Hutchinson 7,200 0 42,450 7
Heath B. McLendon* 0 0 0 64
</TABLE>
- - -----------
* Designates a director who is an "interested person" of the Fund.
Upon attainment of age 80, Fund Directors are required to change to emeritus
status. Directors Emeritus are entitled to serve in emeritus status for a
maximum of 10 years during which time they are paid 50% of the annual retainer
fee and meeting fees otherwise applicable to Fund Directors, together with
reasonable out-of-pocket expenses each meeting attended. During the Fund's
last fiscal year, aggregate compensation paid by the Fund to Directors
Emeritus totaled $19,550.
5
<PAGE>
The following is a list of the current executive officers of the Fund, all
of whom have been elected by the Board to serve until their respective
successors are elected:
<TABLE>
<CAPTION>
Principal Occupations
Offices and Positions Period During Past Five Years
Name Held with Fund Offices Held and Age
---- --------------------- ------------ ----------------------
<C> <C> <C> <S>
Heath B. McLendon Chief Executive 1992 to date (see table of directors
Officer, above)
Chairman of
the Board and
President
Lewis E. Daidone Senior Vice 1994 to date Managing Director of
President and Salomon Smith Barney;
Treasurer Senior Vice President
and Treasurer or
Executive Vice President
and Treasurer of 59
investment companies
associated with Salomon
Smith Barney; Director
and Senior Vice
President of SSBC and
TIA; 42.
Joseph P. Deane Vice President 1993 to date Managing Director of
and Investment SSBC; prior to July
Officer 1993, Managing Director
of Shearson Lehman
Advisors; 51.
Christina T. Sydor Secretary 1994 to date Managing Director of
Salomon Smith Barney;
Secretary or Executive
Vice President and
General Counsel of 59
investment companies
associated with Salomon
Smith Barney; Secretary
and General Counsel of
SSBC and TIA; 48.
Paul Brook Controller 1998 to date Director of Salomon
Smith Barney; Controller
or Assistant Secretary
of 43 investment
companies associated
with Smith Barney; 45.
</TABLE>
The Board of Directors, including all of the independent directors,
recommends that you vote "FOR" the election of nominees to the Board.
PROPOSAL NO. 2
RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
KPMG LLP ("KPMG") has been selected as the independent auditors to audit the
accounts of the Fund for and during the fiscal year ending May 31, 2000 by a
majority of the independent directors, which is subject to ratification by the
shareholders at the Meeting. The entire Board concurred in the selection of
KPMG, KPMG also serves as the independent auditors for the Manager, other
investment companies associated with Salomon Smith Barney and for Citigroup,
Inc. ("Citigroup"), the ultimate parent company of Salomon Smith Barney and
the Manager. KPMG has no direct or material indirect financial interest in the
Fund, the Manager, Citigroup or any other investment company sponsored by
Salomon Smith Barney or its affiliates.
6
<PAGE>
If the Fund receives a written request from any shareholder at least five
days prior to the Meeting stating that the shareholder will be present in
person at the Meeting and desires to ask questions of the auditors concerning
the Fund's financial statements, the Fund will arrange to have a
representative of KPMG present at the Meeting who will respond to appropriate
questions and have an opportunity to make a statement.
The affirmative vote of a majority of votes cast at the Meeting is required
to ratify the selection of KPMG. The Board of Directors, including all of the
independent directors, recommends that the shareholders vote "FOR" the
ratification of the selection of independent auditors.
OTHER MATTERS
The Manager knows of no other matters which are to be brought before the
Meeting. However, if any other matters not now known or determined properly
come before the Meeting, it is the intention of the persons named in the
enclosed form of proxy to vote such proxy in accordance with their judgment on
such matters.
All proxies received will be voted in favor of all the proposals, unless
otherwise directed therein.
DEADLINE FOR SHAREHOLDER PROPOSALS
Shareholder proposals intended to be presented at the 2000 Annual Meeting of
the shareholders of the Fund must be received by April 21, 2000 to be included
in the proxy statement and the form of proxy relating to that meeting, as the
Fund expects that the 2000 Annual Meeting will be held in September of 2000.
The submission by a shareholder of a proposal for inclusion in the proxy
statement does not guarantee that it will be included. Shareholder proposals
are subject to certain regulations under the federal securities laws.
The persons named as proxies for the Annual Meeting of Shareholders for 2000
will have discretionary authority to vote on any matter presented by a
shareholder for action at that meeting unless the Fund receives notice of the
matter by May 31, 2000, in which case these persons will not have
discretionary voting authority except as provided in the Securities and
Exchange Commission's rules governing shareholder proposals.
7
<PAGE>
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. SHAREHOLDERS WHO DO NOT
EXPECT TO ATTEND THE MEETING ARE THEREFORE URGED TO COMPLETE AND SIGN, DATE
AND RETURN THE PROXY CARD AS SOON AS POSSIBLE IN THE ENCLOSED POSTAGE PAID
ENVELOPE.
By Order of the Board of Directors,
Christina T. Sydor
Secretary
August 6, 1999
8
FORM OF PROXY
GREENWICH STREET MUNICIPAL FUND INC.
Proxy Solicited By the Board of Directors
The undersigned holder of shares of Common Stock of Greenwich Street
Municipal Fund Inc. (the "Fund") a Maryland corporation,
hereby appoints Heath B. McLendon, Christina T. Sydor and William Renahan
as
attorneys and proxies for the undersigned with full power of
substitution and revocation, to represent the undersigned and to vote
on behalf of the undersigned all shares of Common Stock of the
Fund which the undersigned is entitled to vote at the Annual
Meeting of Shareholders of the Fund to be held at the offices of
Salomon Smith Barney, 388 Greenwich Street, 22nd Floor, New York, New York, on
September 8, 1999 at 9:30 a.m., and any adjournment or adjournments
thereof. The undersigned hereby acknowledges receipt of the Notice of
Meeting and Proxy Statement dated August 6, 1999 and hereby
instructs said attorney and proxies to vote said shares as indicated
hereon. In their discretion, the proxies are authorized to vote upon
such other business as may properly come before the meeting. A
majority of the proxies present and acting at the Meeting in person or
by substitute (or, if only one shall be so present, then that one)
shall have and may exercise all of the power and authority of said
proxies hereunder. The undersigned hereby revokes any proxy previously
given.
SEE REVERSE SIDE
CONTINUED AND TO BE SIGNED ON THE REVERSE SIDE
SEE REVERSE SIDE
X Please mark votes as in this example.
This proxy, if properly executed, will be voted in the manner
directed by the undersigned shareholder. If no direction is made,
this proxy will be voted for election of the nominee as director and
for proposal 2. Please refer to the Proxy Statement for a discussion
of the Proposals.
The Board of Directors recommends a vote "FOR" the following
proposals:
1. ELECTION OF CLASS III DIRECTOR FOR WITHHELD
Nominees: Dwight Crane
2. PROPOSAL TO RATIFY THE FOR AGAINST ABSTAIN
SELECTION OF KPMG
LLP AS THE INDE-
PENDENT AUDITORS FOR THE
FUND FOR THE FISCAL YEAR
ENDING May 31, 2000.
MARK HERE FOR ADDRESS CHANGE AN NOTE AT LEFT
PLEASE SIGN, DATE AND RETURN PROMPTLY
IN THE ENCLOSED ENVELOPE
Note: Please sign exactly as your name appears on this proxy.
If joint owners, EITHER may sign this Proxy. When signing as
attorney, executor, administrator, trustee, guardian or corporate
officer, please give your full title.
Signature: ____________________________ Date: ________________
Signature: ____________________________ Date: ________________
